Other Information
−Removed: Insider Trading Arrangements - During the quarter ended June 30, 2025, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted , modified or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” as such terms are defined in Item 408 of Regulation S-K.
+Added: (c) Rule 10b5-1 Trading Arrangements .
+Added: As previously disclosed on the Company's Current Report on Form 8-K filed on August 29, 2025, James S.
+Added: Mahan III , who serves as Chairman and Chief Executive Officer of the Company, entered into a prearranged stock trading plan on August 27, 2025 .
+Added: Mahan’s plan provides for the sale of up to 400,000 shares of his holdings of the Company’s voting common stock, no par value per share, in amounts and prices set forth in the plan and terminates on the earlier of the date all shares under the plan are sold or September 15, 2026 .
+Added: Mahan entered into the plan as part of his long-term financial and tax planning strategies.
+Added: The trading plan was entered into during an open insider trading window and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act and the Company’s policies regarding transactions in its securities.
+Added: Non-Rule 10b5-1 Trading Arrangements.
+Added: During the quarter ended September 30, 2025, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted , modified, or terminated a non-Rule 10b5-1 trading arrangement as such terms are defined in Item 408 of Regulation S-K.
+Added: Table of Conten t s
Exhibits to this report are listed in the Index to Exhibits section of this report.
4 unchanged sentences
3.2 Articles of Amendment designating the 8.375% Fixed Rate Series A Non-Cumulative Perpetual Preferred Stock (incorporated by reference to Exhibit 3.2 of the Form 8-A, filed on August 4, 2025)
−Removed: 3.3 Amended Bylaws of Live Oak Bancshares, Inc.
+Added: 3.3 Amended By laws of Live Oak Bancshares, Inc.
(incorporated by reference to Exhibit 3.2 of the amended registration statement on Form S-1, filed on July 13, 2015)
2 unchanged sentences
4.3 Form of Depositary Receipt representing the Depositary Shares (included as Exhibit A to Exhibit 4.2 hereto) (incorporated by reference to Exhibit 4.2 of the Current Report on Form 8-K, filed on August 4, 2025)
−Removed: 10.1 Form of 2025 RSU Award Agreement for non-employee directors* #
+Added: 10.1 RSU Award Agreement for Walter J.
31.1 Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
2 unchanged sentences
101 Interactive data files pursuant to Rule 405 of Regulation S-T, formatted in Inline XBRL:
−Removed: (i) Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024;
−Removed: (ii) Condensed Consolidated Statements of Income for the Three and Six Months Ended June 30, 2025 and 2024;
−Removed: (iii) Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2025 and 2024;
−Removed: (iv) Condensed Consolidated Statements of Changes in Shareholders’ Equity for the Three and Six Months Ended June 30, 2025 and 2024;
−Removed: (v) Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2025 and 2024;
+Added: (i) Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024;
+Added: (ii) Condensed Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2025 and 2024;
+Added: (iii) Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2025 and 2024;
+Added: (iv) Condensed Consolidated Statements of Changes in Shareholders’ Equity for the Three and Nine Months Ended September 30, 2025 and 2024;
+Added: (v) Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024;
and (vi) Notes to Unaudited Condensed Consolidated Financial Statements*
4 unchanged sentences
Such exhibit shall not be deemed incorporated into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.
+Added: Table of Conten t s
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Live Oak Bancshares, Inc.
−Removed: August 5, 2025
+Added: November 17, 2025
/ s / Walter J.
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.